UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01Entry into a Material Definitive Agreement.
On April 29, 2025, Conagra Brands, Inc. (the “Company”) entered into a letter agreement to amend (the “Bank of America Term Loan Amendment”) the Term Loan Agreement with Bank of America, N.A. (“Bank of America”), as administrative agent and a lender, and the other lenders (if any) party thereto (the “Bank of America Term Loan Agreement”).
Also, on April 29, 2025, Conagra Brands, Inc. (the “Company”) entered into a Term Loan Agreement (the “Mizuho Term Loan Agreement”) with Mizuho Bank, Ltd. (“Mizuho”), as administrative agent and a lender, and the other lenders (if any) party thereto, providing for term loans to the Company in an aggregate principal amount of $200.0 million.
Bank of America Term Loan Extension
The Bank of America Term Loan Amendment extends the maturity date of the outstanding term loan (the “Bank of America Term Loan”) in the aggregate principal amount of $300.0 million, which is unsecured, to October 29, 2025.
The Bank of America Term Loan Agreement as amended by the Bank of America Term Loan Amendment will bear interest at, at the Company’s election, either (a) the sum of Term SOFR, plus 0.875% per annum or (b) 0.00% per annum plus the Base Rate, described in the Bank of America Term Loan Agreement as the greatest of (i) Bank of America’s “prime rate”, (ii) the Federal Funds Rate plus 0.50%, and (iii) one-month Term SOFR plus 1.00%.
A copy of the Bank of America Term Loan Amendment is filed as Exhibit 10.1 hereto. The foregoing description of the Bank of America Term Loan does not purport to be complete and is qualified in its entirety by reference to the full text of the Bank of America Term Loan Agreement as amended by the Bank of America Term Loan Amendment, which is incorporated by reference herein.
Mizuho Term Loan Agreement
The term loan facility provided for under the Mizuho Term Loan Agreement matures on October 29, 2025 and is unsecured.
The term loan will bear interest at, at the Company’s election, either (a) the sum of Term SOFR, plus 0.875% per annum or (b) 0.00% per annum plus the Base Rate, described in the Mizuho Term Loan Agreement as the highest of (i) the prime rate in the U.S. published in The Wall Street Journal, (ii) the Federal Funds Rate plus 0.50%, and (iii) one-month Term SOFR plus 1.00%.
The Mizuho Term Loan Agreement contains customary affirmative and negative covenants for unsecured investment grade credit facilities of this type and financial covenants requiring compliance with a maximum net leverage ratio and a minimum interest coverage ratio. The Company may voluntarily prepay term loans under the Mizuho Term Loan Agreement, in whole or in part, without premium or penalty, subject to certain conditions.
The Mizuho Term Loan Agreement contains events of default customary for unsecured investment grade credit facilities with corresponding grace periods. If an event of default occurs and is continuing, the lenders may accelerate amounts due under the Mizuho Term Loan Agreement and exercise other rights and remedies. In the case of certain events of default related to insolvency and receivership, the commitments of the lenders will be automatically terminated and all outstanding obligations of the Company will become immediately due and payable.
A copy of the Mizuho Term Loan Agreement is filed as Exhibit 10.2 hereto. The foregoing description of the Mizuho Term Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Mizuho Term Loan Agreement, which is incorporated by reference herein.
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The description contained under Item 1.01 above is hereby incorporated by reference in its entirety into this Item 2.03.
Item 9.01Financial Statements and Exhibits.
Exhibit No. |
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10.1 | |||
10.2 | |||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CONAGRA BRANDS, INC. | ||
By: | /s/ Carey Bartell | |
Name: | Carey Bartell | |
Title: | Executive Vice President, General Counsel and Corporate Secretary | |
Date: April 30, 2025